The affirmation further reflects an expectation that projected ranges
for two key credit ratios will remain at levels that are manageable for
an insurance broker.

Specifically, Fitch anticipates that Willis' financial leverage as
measured by reported debt-to-EBITDA will gradually return to levels near
2.5x from approximately 2.75x at year-end 2013. This key credit metric
appears poised to improve marginally in 2014 if reported EBITDA
continues to show moderate improvement and debt levels remain stable.

Earnings growth in the second half of 2014 may be dampened by
incremental costs associated with Willis' current 'operational
improvement program' which seeks to reduce expenses primarily by
relocating more than 3,500 support roles from higher cost locations to
lower cost relocations and workforce reductions.

Starting in the second quarter of 2014, the program is expected to be
complete by the end of 2017. Willis expects the program to deliver
cumulative cost savings of approximately $420 million through 2017 and
annual cost savings of approximately $300 million starting in 2018.

To achieve these savings, the Company expects to incur cumulative
charges amounting to approximately $410 million through the end of 2017.

The timing of the charges associated with this initiative is currently
unclear. If Willis' reported debt-to-EBITDA ratio deteriorates in 2014
as a result of these expenses or for other reasons, it could lead to a
rating downgrade, as for several years Willis has operated at
debt-to-EBITDA levels that Fitch considers high for its current rating
category of 'BBB-'. Fitch's median benchmark debt-to-EBITDA ratio for
insurance brokers is 2.25x for the 'BBB' rating category.

Fitch expects the company's EBITDA-to-interest expense ratio to remain
at least in the mid-single digits where it has stabilized over the past
few years. Fitch considers this metric to be adequate for Willis'
current rating category.

Fitch believes that more meaningful earnings growth and accompanying
improvement in key credit ratios will remain elusive in the near- to
medium-term due to a challenging operating environment.

Specifically, commercial insurance rates have recently flattened and are
under significant pressure in reinsurance lines. This trend will slow
commission-related revenue growth. The global economy could provide a
modest tailwind as it appears to be growing, albeit at a tepid rate in
most developed economies.

Similar to other insurance brokers that Fitch rates, Willis' ratings
also reflect that the company faces contingent risks as an occasional
target of litigation. While Willis purchases errors-and-omissions
insurance coverage to protect itself against this exposure, such
protection is not always adequate to fully indemnify the broker for
monetary damages.

RATING SENSITIVITIES

Key rating triggers that could result in a downgrade include a failure
to gradually reduce Willis' debt-to-EBITDA ratio from recent levels
around 2.7x, or a failure to maintain average EBITDA-to-interest ratios
of 5x or higher.

Fitch could also downgrade Willis' ratings if the company were to report
a material goodwill impairment that cast doubt on Willis' ability to
generate future earnings and cash flows.

Additionally, if Willis' required pension contributions were to increase
to the point where it strained the cash flows available to service its
existing debt, Fitch could downgrade Willis' ratings.

Key rating triggers that could result in an upgrade include a decrease
in Willis' debt-to-EBITDA ratio to levels below 2.0x accompanied by
EBITDA-to-interest ratios averaging in the high single digits.

Fitch has affirmed the following ratings with a Stable Outlook:

Willis Group Holdings PLC

--IDR at 'BBB-';

--$299 million of 4.125% senior unsecured notes due 2016 at 'BBB-';

--$496 million of 5.75% senior unsecured notes due 2021 at 'BBB-'.

Willis North America Inc.

--IDR at 'BBB-';

--$148 million 5.625% senior unsecured notes due 2015 at 'BBB-';

--$394 million 6.2% senior unsecured notes due 2017 at 'BBB-';

--$187 million 7.00% senior notes due 2019 at 'BBB-'.

Trinity Acquisition plc

--IDR at 'BBB-';

--$248 million of 4.625% senior unsecured notes due Aug. 15, 2023 at
'BBB-';

--$274 million of 6.125% senior unsecured notes due Aug. 15, 2043 at
'BBB-'.

Additional information is available on Fitch's web site at 'www.fitchratings.com'.
The issuer did not participate in the rating process other than through
the medium of its public disclosure.

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